Bridgepoint Education Inc

election_required = True...an 100 shares and I tender all of my shares, will I be subject to proration? If you (1) own beneficially or of record fewer than 100 shares in the aggregate, (2) properly tender and do not properly withdraw all of those shares before the Offer expires and (3) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. v Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on Wedn...

expiry = 2013-12-11...)(A) Offer to Purchase for Cash by BRIDGEPOINT EDUCATION, INC. of Up to 10,250,000 Shares of its Common Stock at a Purchase Price of $19.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 11, 2013, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Bridgepoint Education, Inc., a Delaware corporation (“Bridgepoint,” the “Company,” “we,” or “us”), is offering to purchase up to 10,250,000 shares of our common stock, par value $0.01...

listed = True...ection 16. Any determination by us concerning the events described above will be final and binding on all parties, subject to a stockholder’s right to challenge our determination in a court of competent jurisdiction. 20 8. Price Range of the Shares The shares are traded on the NYSE under the symbol “BPI.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NYSE based on published financial sources. High Low Fiscal 2010: First Quarter $ 25.76 $ 14.17 Second Quarter $ 27.50 $ 15.72 Third Quarter $ 19.31 $ 12.75 Fourth Quarter $ 19.67 $ 13.65 Fiscal...

mechanism = FIXEDEX-99.A.1.A 2 d626214dex99a1a.htm EX-99.A.1.A EX-99.A.1.A Exhibit (a)(1)(A) Offer to Purchase for Cash by BRIDGEPOINT EDUCATION, INC. of Up to 10,250,000 Shares of its Common Stock at a Purchase Price of $19.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 11, 2013, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Bridgepoint Education, Inc., a Delaware corporation (“Bridgepoint,” the “Company,” “we,” or “us”), is offering to purchase up to 10,250,000 shares of our co...

mechanism = FIXED...aranteed delivery, which includes the shares tendered by Warburg Pincus Private Equity VIII, L.P. and its affiliates (“Warburg Pincus”), the Company’s major stockholder. Accordingly, Bridgepoint expects to accept for purchase a total of 10,250,000 shares at a purchase price of $19.50 per share, for a total cost of approximately $200 million. Because the offer was oversubscribed, the number of shares that Bridgepoint will purchase from each tendering stockholder will be prorated. Based upon the preliminary count, Bridgepoint estimates that the proration factor will be approximately 19.4%, based on the assumption that all shares...

mechanism = FIXED...9,766 shares of its common stock, including all “odd lots” properly tendered, shares tendered through the conditional exercise of options and shares tendered by Warburg Pincus Private Equity VIII, L.P. and its affiliates, the Company’s major stockholder, at a purchase price of $19.50 per share, for a total cost of approximately $200 million. Shares tendered through the conditional exercise of options represent 173,409 of the number of shares accepted for purchase. Based on the final tabulation by Wells Fargo Shareowner Services, the Depositary for the tender offer, 49,464,692 shares of Bridgepoint common stock, of which 872,09...

must_tender_all = True...h greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn prior to the expiration of the Offer, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration of the Offer; • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied) and optionees tendering shares underlying options, each with appropriate adjustme...

no_priority = True...by the foreign stockholder within the United States. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. See Section 3 and Section 14. 6. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. The conditional tender alternative is made available for Stockholders seeking to take steps to...

price = USD 19.5...A.1.A 2 d626214dex99a1a.htm EX-99.A.1.A EX-99.A.1.A Exhibit (a)(1)(A) Offer to Purchase for Cash by BRIDGEPOINT EDUCATION, INC. of Up to 10,250,000 Shares of its Common Stock at a Purchase Price of $19.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 11, 2013, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Bridgepoint Education, Inc., a Delaw...

price = USD 19.5...Equity VIII, L.P. and its affiliates (“Warburg Pincus”), the Company’s major stockholder. Accordingly, Bridgepoint expects to accept for purchase a total of 10,250,000 shares at a purchase price of $19.50 per share, for a total cost of approximately $200 million. Because the offer was oversubscribed, the number of shares that Bridgepoint will purchase from each tendering stockholder will be prorated. Based upon the preliminary cou...

price = USD 19.5...ares tendered through the conditional exercise of options and shares tendered by Warburg Pincus Private Equity VIII, L.P. and its affiliates, the Company’s major stockholder, at a purchase price of $19.50 per share, for a total cost of approximately $200 million. Shares tendered through the conditional exercise of options represent 173,409 of the number of shares accepted for purchase. Based on the final tabulation by Wells Fargo...

priority_conflicting = True...000 shares are tendered? If more than 10,250,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn prior to the expiration of the Offer, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration of the Offer; • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied) and optionees tendering shares und...

threshold = 100...of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. If more than 10,250,000 shares are properly tendered, we will purchase all shares properly tendered and not properly withdrawn on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). We also expressly reserve the right to purchase additional shares, up to 2% of our outstanding shares (approximately 1,091,522, based on 54,576,091 shares of our common stock is...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d626214dex99a1a.htm EX-99.A.1.A EX-99.A.1.A Exhibit (a)(1)(A) Offer to Purchase for Cash by BRIDGEPOINT EDUCATION, INC. of Up to 10,250,000 Shares of its Common Stock at a Purchase Price of $19.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 11, 2013, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Bridgepoint Education, Inc.,...

txn_type = TENDER_OFFER...(1)(K) Bridgepoint Education, Inc. For Immediate Release Bridgepoint Education Announces Preliminary Results of Tender Offer San Diego, Calif. (December 11, 2013) – Bridgepoint Education, Inc. (NYSE: BPI), today announced the preliminary results of its tender offer to purchase up to 10,250,000 shares of its common stock at a price of $19.50 per share, which expired at 5:00 p.m., New York City time, on Wednesday, December 11, 2013. Based on the preliminary count by Wells Fargo Shareowner Services, the Depositary for the tender offer, approximately 11,349,711 shares of common stock and approximately 863,603 shar...

txn_type = TENDER_OFFER...Exhibit (a)(1)(L) Bridgepoint Education, Inc. For Immediate Release Bridgepoint Education Announces Final Results of Tender Offer San Diego, Calif. (December 18, 2013) – Bridgepoint Education, Inc. (NYSE: BPI), today announced the final results of its tender offer to purchase up to 10,250,000 shares of its common stock at a price of $19.50 per share, which expired at 5:00 p.m., New York City time, on Wednesday, December 11, 2013. Bridgepoint has accepted for purchase 10,249,766 shares of its common stock, including all “odd lots” properly tendered, shares tendered through the conditional exercise of options a...

accepted = 10249766...s tender offer to purchase up to 10,250,000 shares of its common stock at a price of $19.50 per share, which expired at 5:00 p.m., New York City time, on Wednesday, December 11, 2013. Bridgepoint has accepted for purchase 10,249,766 shares of its common stock, including all “odd lots” properly tendered, shares tendered through the conditional exercise of options and shares tendered by Warburg Pincus Private Equity VIII, L.P. and its affiliates, the Company’s major stockholder, at a purchase price of $19.50 per sha...

final_price = 19.5...ts” properly tendered, shares tendered through the conditional exercise of options and shares tendered by Warburg Pincus Private Equity VIII, L.P. and its affiliates, the Company’s major stockholder, at a purchase price of $19.50 per share, for a total cost of approximately $200 million. Shares tendered through the conditional exercise of options represent 173,409 of the number of shares accepted for purchase. Based on the final tabulation by Wells Fargo Shareowner Services, the Depositary for the tender offer, 49...

proration_pct = 19.9...ional tenders that were not accepted due to the specified condition not being satisfied). Bridgepoint has been informed by the Depositary that, after giving effect to the priority for “odd lots,” the final proration factor is approximately 19.9%. The Depositary will promptly issue payment for the shares validly tendered and accepted for purchase and will return all other shares tendered. Bridgepoint’s Board of Directors created and empowered a Special Committee to review and decide upon, with the assistance of managemen...

tendered = 10249766...hase up to 10,250,000 shares of its common stock at a price of $19.50 per share, which expired at 5:00 p.m., New York City time, on Wednesday, December 11, 2013. Bridgepoint has accepted for purchase 10,249,766 shares of its common stock, including all “odd lots” properly tendered, shares tendered through the conditional exercise of options and shares tendered by Warburg Pincus Private Equity VIII, L.P. and its affiliates, the Company’s major stockholder, at a purchase price of $19.50 per share, for a total cost of approximately $200 million. Shares tende...